6-K 1 y66286e6vk.txt AMATEK INDUSTRIES PTY. LIMITED ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 DATE: DECEMBER 02, 2002 AMATEK INDUSTRIES PTY. LIMITED ACN 081 870 653 (Registrant's Name) 6-8 Thomas Street, Chatswood, New South Wales 2067 Australia (Registrant's Address) Commission File Number 0-10502 Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F [X] Form 40-F [ ] Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes [ ] No [X] If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ================================================================================ Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorised. AMATEK INDUSTRIES PTY LIMITED By: /s/ Lawrence Coles --------------------------- Name: Lawrence Coles Title: Secretary Date: December 02, 2002 AMATEK INDUSTRIES PTY LIMITED o FINANCIAL STATEMENTS o Statements of Financial Performance o Statements of Financial Position o Cash Flow - Note 1 - Statement of Accounting Policies - Note 2 - Other revenue from operating activities - Note 3 - Expenses and losses/(gains) - Note 4 - Unusual items - Note 5 - Income tax - Note 6 - Current inventories - Note 7 - Financial instruments - Note 8 - Segment results - Note 9 - Discontinued Operations - Note 10 - US GAAP Reconciliations o MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS o Overview o Background of Amatek o Recent Developments o Exchange Rates o Results of Operations - Consolidated Results - Rocla - Stramit - Laminex - Insulation o Liquidity and Capital Resources o Quantitative & Qualitative Disclosures about Market Risk AMATEK INDUSTRIES PTY LIMITED UNAUDITED INTERIM STATEMENT OF FINANCIAL PERFORMANCE FOR THE THREE MONTH PERIOD ENDED 30 SEPTEMBER 2002 AND THREE MONTH PERIOD ENDED 30 SEPTEMBER 2001

The accompanying notes form part of these financial statements. 2 AMATEK INDUSTRIES PTY LIMITED UNAUDITED INTERIM STATEMENT OF FINANCIAL POSITION 30 SEPTEMBER 2002 AND 30 JUNE 2002

The accompanying notes form part of these financial statements 3 AMATEK INDUSTRIES PTY LIMITED UNAUDITED INTERIM STATEMENT OF CASH FLOWS FOR THE THREE MONTH PERIOD ENDED 30 SEPTEMBER 2002 AND THREE MONTH PERIOD ENDED 30 SEPTEMBER 2001

The accompanying notes form part of these financial statements 4 AMATEK INDUSTRIES PTY LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS UNAUDITED INTERIM FINANCIAL STATEMENTS 1. STATEMENT OF ACCOUNTING POLICIES Basis of Accounting These general purpose unaudited interim financial statements have been prepared for the purpose of presenting the consolidated financial results of Amatek Industries Pty Limited and its controlled entities together with comparatives. These interim financial statements have been prepared in accordance with applicable Australian Accounting Standards and other Australian mandatory professional reporting requirements (Urgent Issues Group Consensus Views) and generally accepted accounting principles for interim financial information. Accordingly they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered for fair presentation have been included. The unaudited interim financial statements have been prepared on the accrual basis of accounting including the historical cost convention and the going concern assumption. All intra-group trading has been eliminated. Financial information has been derived from the accounting records of the units which form part of the controlled entities. Where appropriate, comparatives have been restated in order to ensure consistency between periods. Valuation of inventories Raw materials, work in progress, finished goods and stock in transit are valued at the lower of cost and net realisable value. Cost comprises the actual cost of raw materials and an applicable portion of labour and manufacturing overheads for work in progress and finished goods. Contract work in progress consists of costs plus profits recognised to date less progress billings received and provisions for foreseeable losses. Profits recognised are based on the percentage of completion of each contract. On all contracts, full provision is made for any losses in the year in which they are first foreseen. Derivative Financial Instruments The economic entity enters into a variety of derivative financial instruments to manage its exposure to interest rate and foreign exchange rate risk, including forward foreign exchange contracts, forward interest rate contracts and interest rate swaps. Exchange differences on specific forward foreign exchange contracts to hedge the purchase or sale of specific goods or equipment are deferred and included within the cost of the underlying asset. Gains or losses on general hedges are included in the determination of foreign exchange gains or losses in the period in which they arise. Gains and losses on interest rate swaps are included in the determination of interest expense in the period in which they arise. Gains or losses on extinguishment of forward foreign exchange contracts that were effective hedges are deferred and included in the cost of the underlying asset or liability. Gains or losses on the extinguishment of interest rate swap contracts are amortised over the term of the underlying facility term. Equity accounting An associate is an entity in which the economic entity exercises significant influence but not control. The carrying amount of investments in associates is calculated using the equity method of accounting where the cost of the investment is increased or decreased to recognise the investor's share of the post-acquisition profits or losses of the associate and cumulative translation adjustments. The investor's share of the post-acquisition profits or losses (after tax and including extraordinary items) of the associate is included in the combined profit and loss account of the investor as revenue. 5 AMATEK INDUSTRIES PTY LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED) UNAUDITED INTERIM FINANCIAL STATEMENTS 1. STATEMENT OF ACCOUNTING POLICIES (CONTINUED) Foreign currencies Foreign currency transactions are converted at rates of exchange in effect when transactions took place. Receivables and payables denominated in foreign currencies are converted at exchange rates ruling at balance date except where forward exchange contracts are held, in which case contract settlement rates are used. Exchange gains and losses have been brought to account in determining operating profit for the year. Balance sheets of controlled overseas entities are converted at exchange rates ruling at balance date and profit and loss statements are converted at average exchange rates for the year. Unrealised gains and losses on conversion of the accounts of controlled overseas entities are taken direct to foreign currency translation reserve within reserves. Fixed assets Plant consists of purchases, commissioning, installation costs and, in respect of major additions, interest expense incurred during construction. Depreciation charges are made from the time when an asset is first put into use or the date of acquisition of controlled entities and also from the effective dates of any revaluations. Depreciation charges are made on a straight line basis to provide for the write off of cost or subsequent valuation of fixed assets, with the exception of land and quarries, to estimated residual values, over the estimated useful life of the assets concerned. Costs of improving leasehold properties are amortised over the period of the lease. Freehold (owned) quarries are generally not amortised as the estimated charge in any one period is insignificant due to depletion rates, estimated useful lives and residual values. Leasehold (leased) quarries are amortised on the basis of depletion of units of production over proven and provable reserves or the life of the lease if it expires prior to the extraction of all reserves. Estimated useful lives are as follows:

Carrying amount of non-current assets The Directors have considered the carrying amounts of non-current assets and are satisfied that these amounts do not exceed the net amount expected to be recovered through cash inflows and outflows arising from the continued use and subsequent disposal of these assets. In determining recoverable amounts, expected net cash flows have not been discounted to present value. Revaluations of non-current assets are not made in accordance with a regular policy of revaluation. Acquisition-Related Goodwill Acquisition-related goodwill is charged to the profit and loss account on a straight line basis, generally over 20 years. The carrying amount of goodwill is regularly reviewed for indicators of impairment in value, which in the view of management are other than temporary, including unexpected or adverse changes in the following: (1) the economic or competitive environments in which the economic entity operates, (2) profitability analyses, (3) cash flow analyses, and (4) the fair value of the relevant business. The economic entity determines the fair value based on an assessment by the Directors or an independent appraisal. If facts and circumstances suggest that goodwill is impaired, the economic entity assesses the fair value of the underlying business and reduces goodwill to an amount that results in the book value of the business approximating fair value. 6 AMATEK INDUSTRIES PTY LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED) UNAUDITED INTERIM FINANCIAL STATEMENTS 1. STATEMENT OF ACCOUNTING POLICIES (CONTINUED) Employee benefits Provision is made for benefits (including on-costs) accruing to employees in respect of wages and salaries, annual leave, long service leave, sick leave and other entitlements when it is probable that settlement will be required and is capable of being measured reliably. Provisions made in respect of wages and salaries, annual leave, long service leave, sick leave and other employee entitlements expected to be settled within 12 months, are measured at their nominal values. Provisions made in respect of long service leave, sick leave and other employee entitlements which are not expected to be settled within 12 months are measured as the present value of the estimated future cash outflows to be made by the economic entity in respect of services provided by employees up to the reporting date. Employers and employees contribute to superannuation funds which provide benefits to employees or dependants on retirement, disability or death. Contributions to these funds are charged against income. Use of estimates The preparation of the combined financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain amounts reported in the financial statements and combined accompanying notes. Actual results may differ from those estimates, at which time the economic entity would revise its estimates accordingly. Rounding of amounts and currency Amounts in the combined financial statements have been rounded off to the nearest tenth of a million dollars. Where the amount is A$50,000 or less, this is indicated by a dash unless specifically stated otherwise. Unless otherwise stated, the combined financial statements are presented in Australian dollars. Taxation The liability method of tax effect accounting is used. Provision is not made for additional taxation which may be payable if profits retained by overseas entities were distributed as the undistributed earnings are considered to be indefinitely reinvested. No provision has been made for capital gains tax which may arise in the event of sale of revalued assets as no decision has been made to sell any of these assets. Future income tax benefits relating to tax losses are brought to account as an asset only when their recovery is virtually certain. Tradenames The directors are of the view that tradenames have an indeterminable life and that the depreciable amounts of the company's tradenames are either zero or a negligible amount. Tradenames are therefore not depreciated. In the event that these views were to change over time, the directors currently believe that the useful lives are of such duration that any annual amortisation charge on tradenames would be immaterial. Sales revenue and nature of operations Sales revenue represents the invoiced value of goods supplied excluding sales taxes and intercompany transactions. Income from sales is recognised at the time of shipping products to customers. The nature of the economic entity's operations are described in note 8. Borrowing costs Fees payable to arrangers of finance facilities and other fees directly related to securing discreet finance facilities are capitalised and amortised over the remaining life of that facility. 7 AMATEK INDUSTRIES PTY LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED) UNAUDITED INTERIM FINANCIAL STATEMENTS 2. OTHER REVENUE FROM OPERATING ACTIVITIES

(1) Includes $3.1 million in 2002 and $8.6 million in 2001 also included as revenues in note 4 "unusual items from ordinary activities." 3. EXPENSES AND LOSSES / (GAINS)

8 AMATEK INDUSTRIES PTY LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED) UNAUDITED INTERIM FINANCIAL STATEMENTS 4. UNUSUAL ITEMS FROM ORDINARY ACTIVITIES The following items form part of the ordinary operations of our business but are considered unusual due to their nature and amount. Profit before income tax expense has been calculated after charging/crediting unusual revenue and expense items from our ordinary activities as follows:

(1) Amounts include Dandenong, Victoria, site of the Fibreglass discontinued business sold in 2002 and Chatswood N.S.W. land and administration buildings sold in 2001. (2) The unrealised foreign exchange loss is due to the translation of US borrowings at period end exchange rates. 5. INCOME TAX The prima facie income tax expense on pre-tax accounting income after unusual items reconciles to the income tax expense in the accounts as follows:

In calculating the income tax payable no allowance has been made for additional taxation that may be payable if profits retained by overseas entities were distributed as the undistributed earnings are considered to be permanently reinvested. 9 AMATEK INDUSTRIES PTY LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED) UNAUDITED INTERIM FINANCIAL STATEMENTS 6. CURRENT INVENTORIES

10 AMATEK INDUSTRIES PTY LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED) UNAUDITED INTERIM FINANCIAL STATEMENTS 7. FINANCIAL INSTRUMENTS (a) Borrowings (i) Bank Loans Borrowings shown in the Statement of Financial Position included the Senior Term Loan Facility 'A' drawn to A$208.6 million and the Senior Term Loan Facility 'B' drawn to A$144.6 against total commitments of A$335.0 million and A$215.0 million respectively. Senior Term Loan A was repayable in accordance with a schedule of 14 semi-annual unequal repayments, the final repayment being due on 31 December 2006. Senior Term Loan B was repayable by two payments, firstly A$25.0 million on 30 June 2007 and up to A$190.0 million on 31 December 2007. Both Senior Term Loan A and Senior Term Loan B were repaid in full on November 13, 2002 following the sale of the Laminex business. Refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations - Recent Developments" (page 25). (ii) Other Loans Borrowings shown in the Statement of Financial Position include: US$65.2 million 12% Senior Subordinated Notes due 2008 adjusted for original issue discount and 81000 units consisting of US$81.0 million 14.5% Subordinated Notes due 2009 and rights to receive the fair market value of approximately 52600 Ordinary Shares and 12.5 million Preference Shares of Amatek Holdings Limited or, at the option of Amatek Industries Pty Limited and Amatek Holdings Limited, the equivalent number of such shares. (iii) Revolving Credit Facility The economic entity has available a A$90m revolving credit facility which may be drawn down in A$, US$ or NZ$. Standby Letters of Credit for A$64.1m have been issued on account of the Economic Entity against the facility of which A$26.6m has been drawn down. As of 30 September 2002 the unused availability under the facility was A$63.4m. (b) Hedges of Anticipated Future Transactions The economic entity has entered into a number of unrecognised forward foreign exchange contracts to hedge the exchange rate risk arising from the following types of specific commitments: 1. purchase of finished goods and raw materials where the currency of payment is not the unit's functional currency. 2. sale of inventory where the currency of sale is not the unit's functional currency. 3. purchase of capital equipment where the currency is not the unit's functional currency. The economic entity has entered into forward foreign exchange contracts for periods not exceeding 12 months. 11 AMATEK INDUSTRIES PTY LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED) UNAUDITED INTERIM FINANCIAL STATEMENTS 7. FINANCIAL INSTRUMENTS (CONTINUED) (c) Interest rate caps and interest rate swaps The economic entity enters into interest rate cap and swap agreements that are used to convert the variable interest rate of the borrowings to fixed interest rates. It is the economic entity's policy not to recognise interest caps and swaps in the financial statements. Net receipts and payments are recognised as an adjustment to interest expense. At 30 September 2002 the following agreements were in place: - 0.75 year remaining Interest Rate Collar with a face value of A$47.0 million and BBR capped at 6.5%; the floor is 4.5% - 0.75 year remaining Interest Rate Swap, with a total face value of A$100 million; the rate is 6.29% - 1.25 year amortising Interest Rate Swap with an initial face value of A$44.9 million; the rate is 6.145% - 0.75 year remaining Interest Rate Swap with a face value of A$25.0 million, the rate is 6.60% - 0.75 year Interest Rate Swap, starting on 6 June 2005 with a total face value of A$23.0 million, the rate is 5.515% - 3.5 year amortising Interest Rate Swap with an initial face value of A$15 million, the rate is 5.51% - 1.5 year amortising Interest Rate Swap, starting on 4 June 2003 with an initial face value of A$17 million; the rate is 5.495% - 1.25 year Interest Rate Swap, starting on 6 December 2004 with a face value of A$30 million; the rate is 5.85% - 0.5 year remaining Interest Rate Collar with a face value A$51 million and BBR capped at 5.75%; the floor is 4.74% - Swaption Collar - an option on a 1.5 year swap with a face value of A$21.0 million - gives the economic entity the right but not the obligation to enter into a 1.5 year swap on the 4th of June 2003 at 6.25%. The economic entity has also sold a receivers swaption on the same date for exactly the same profile, whereby if on the 4th of June 2003 the rate is lower than 5.25%, then the economic entity is obligated to enter into a 1 year swap at 5.25% - Swaption - an option on a 0.25 year swap - gives the economic entity the right but not the obligation to enter into a 0.25 year swap on the 6th of March 2006 at 7.50%. (The option expired on 4 October 2002.) (d) Credit risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the economic entity. The economic entity has adopted the policy of dealing with creditworthy counterparts and obtaining sufficient collateral or other security where appropriate (although collateral or other security is not generally required in the course of normal business) as a means of mitigating the risk of financial losses from defaults. Trade debtors potentially expose the economic entity to concentrations of credit risk. The economic entity provides credit in the normal course of business, to a large number of customers. The economic entity has no sales exceeding 10 per cent to any individual customer in 2000 and 2001. The economic entity performs ongoing credit evaluations of its customers and maintains allowances for potential credit losses. The carrying amount of financial assets recorded in the consolidated balance sheet, net of any provisions for losses, represents the economic entity's maximum exposure to credit risk. The economic entity does not have any significant concentrations of credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. 12 AMATEK INDUSTRIES PTY LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED) UNAUDITED INTERIM FINANCIAL STATEMENTS 8. FINANCIAL REPORTING BY SEGMENTS

13 AMATEK INDUSTRIES PTY LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED) UNAUDITED INTERIM FINANCIAL STATEMENTS 8. FINANCIAL REPORTING BY SEGMENTS (CONTINUED)

14 AMATEK INDUSTRIES PTY LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED) UNAUDITED INTERIM FINANCIAL STATEMENTS 8. FINANCIAL REPORTING BY SEGMENTS (CONTINUED)

15 AMATEK INDUSTRIES PTY LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED) UNAUDITED INTERIM FINANCIAL STATEMENTS 8. FINANCIAL REPORTING BY SEGMENTS (CONTINUED)

Nature of Operations The nature of the economic entity's operations are as follows: Rocla - manufacture of concrete products, pipe and precasts, quarrying and construction materials Stramit - manufacture and distribution of metal roofing and building products Laminex - manufacture and distribution of laminated and decorated board products and raw boards Insulation - manufacture and distribution of glasswool and foil insulation products. 16 AMATEK INDUSTRIES PTY LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED) UNAUDITED INTERIM FINANCIAL STATEMENTS 9. DISCONTINUED OPERATIONS DISPOSAL OF U.S. CONCRETE PIPES BUSINESS On May 24, 2002, the Group disposed of its U.S. subsidiary Choctaw Holdings Inc. for a net consideration of US$133.7 million. The impact on the continuing businesses can be determined from Note 8 of the financial statements, "Financial Reporting by Segments." 10. RECONCILIATION WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (US GAAP) These consolidated financial statements have been prepared in accordance with Australian generally accepted accounting principles ("Australian GAAP"). Australian GAAP differs in some significant respects to US generally accepted accounting principles ("US GAAP"). Differences which have a significant effect on consolidated net income and shareholders equity are as follows: STATEMENT OF FINANCIAL PERFORMANCE

SHAREHOLDERS EQUITY

17 AMATEK INDUSTRIES PTY LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED) UNAUDITED INTERIM FINANCIAL STATEMENTS 10. RECONCILIATION WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (US GAAP) (CONTINUED) The following is a summary of the significant adjustments made to the financial statements to reconcile the Australian results with US GAAP. (a) PENSION PLAN CONTRIBUTIONS The economic entity charges against income the contributions made to pension plans as and when they are paid. Where the pension plans are in surplus a reduced contribution is charged against income. Under US GAAP the net periodic pension cost is charged against income in accordance with US Statement of Financial Accounting Standards No. 87, "Employers' Accounting for Pensions" (SFAS 87). On acquisition the pension asset is restated to fair value and a corresponding adjustment made to reduce goodwill on acquisition. (b) OTHER INTANGIBLES AND DEFERRED COSTS For Australian GAAP certain costs such as research and development have been capitalised and are amortised over the period in which the entity is to receive the benefits. Under US GAAP these costs would be expensed as incurred. For Australian GAAP professional fees relating to the refinancing are expensed as unusual items. For US GAAP those fees where they are directly attributable to the refinancing should be deferred and amortised over the loan term using the effective yield method. (c) AMORTIZATION OF GOODWILL AND TRADE NAMES In accordance with Australian GAAP goodwill should be amortised over the period in which benefits are expected to be generated. This period cannot exceed 20 years. Goodwill is presently being amortised over 20 years. Tradenames have not been amortised as management believes that they have an indefinite life. For US GAAP, due to adoption of SFAS 142, goodwill is not required to be amortised and accounting for tradenames is the same as for Australian GAAP. (d) INCOME TAX In accounting for purchase transactions, US GAAP requires that deferred tax assets and liabilities be raised in respect of the difference between the tax basis of assets acquired and liabilities assumed, and their fair values. No such deferred adjustments are required under Australian GAAP. The creation of these tax balances under US GAAP will therefore impact the resultant goodwill on acquisition where the fair value of the asset or liability was determined on a pre tax valuation basis or the specific asset or liability where the fair value was determined on a net of tax valuation basis. The resulting adjustment is amortised over the estimated period of future benefits. (e) STATEMENTS OF CASH FLOW For Australian GAAP cash flow purposes, cash is defined to be amounts convertible to cash within two business days net of bank overdrafts. Under US GAAP, cash and cash equivalents include items readily converted to cash within three months on acquisition, while bank overdrafts are treated as a financing activity. For September 2002 and September 2001 there is no difference for either AGAAP or USGAAP as there is no bank overdraft. Cash as at 30 September 2002 was A$55.4 million and 30 September 2001 was A$35.0 million. 18 AMATEK INDUSTRIES PTY LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED) UNAUDITED INTERIM FINANCIAL STATEMENTS 10. RECONCILIATION WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (US GAAP) (CONTINUED) (f) UNUSUAL ITEMS Under Australian GAAP unusual charges and gains were taken to the statement of financial performance in the period to 30 September 2002 and 30 September 2001 for unrealised foreign exchange losses on unhedged loans, professional fees incurred in relation to general financing issues, and gains on disposal of non current assets. Under US GAAP these fees, losses and gains have been presented as non operating expenses/income. (g) OTHER REVENUES FROM ORDINARY ACTIVITIES Under Australian GAAP, the proceeds from sale of non-current assets is disclosed gross in other revenues from ordinary activities. Under US GAAP, the net gain on sale of non-current assets is disclosed in operating or non-operating income as appropriate. The proceeds from sale of non-current assets is disclosed in the statement of cash flow. (h) PARENT ENTITY COSTS Under U.S. GAAP where costs are incurred on behalf of a Company by its parent, the Securities and Exchange Commission's Staff Accounting Bulletin 1:B requires that those costs be pushed down within the results of the Company. In the disclosed periods Amatek Holdings Limited had unrealized foreign exchange gains and losses, borrowing costs, interest and administrative costs which have been pushed down (refer note 10, "US GAAP Statement of Operations"). These expenses reflect non-cash expenses and the Company has no obligation to pay them. There is no adjustment to the Company's net assets as those costs are offset by a parent entity equity contribution. (i) RECENT PRONOUNCEMENTS In June 2001, the Financial Accounting Standards Board (FASB) issued Statements of Financial Accounting Standards (SFAS) No. 141, "Business Combinations," and No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires that the purchase method of accounting be used for all business combinations initiated after 30 June 2001. Use of the pooling-of-interests method is no longer permitted. SFAS No. 141 also includes guidance on the initial recognition and measurement of goodwill and other intangible assets acquired in a business combination that is completed after 30 June 2001. SFAS No. 142 no longer permits the amortisation of goodwill and indefinite-lived intangible assets. Instead, these assets must be reviewed annually (or more frequently under certain conditions) for impairment in accordance with this statement. This impairment test uses a fair value approach rather than the undiscounted cash flows approach previously required by SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." Intangible assets that do not have indefinite lives will continue to be amortised over their useful lives and reviewed for impairment in accordance with SFAS No. 121. We are required to adopt SFAS No. 142 effective 1 July 2002. 19 AMATEK INDUSTRIES PTY LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED) UNAUDITED INTERIM FINANCIAL STATEMENTS 10. RECONCILIATION WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (US GAAP) (CONTINUED) (i) RECENT PRONOUNCEMENTS (CONTINUED) In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations." SFAS No. 143 requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred. When the liability is initially recorded, the entity capitalises a cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its present value each period, and the capitalised cost is depreciated over the useful life of the related asset. Upon settlement of the liability, an entity either settles the obligation for its recorded amount or incurs a gain or loss upon settlement. We are required to adopt SFAS No. 143 effective 1 July 2002. We are currently evaluating our asset retirement obligations in relation to the provisions of SFAS No. 143 to determine the impact, if any, the adoption of SFAS No. 143 will have on our results of operations or financial position as disclosed in our reconciliation with US GAAP. In October 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment of Long Lived Assets" ("SFAS 144"), effective for fiscal years beginning after December 15, 2001. SFAS 144 addresses the financial accounting and reporting for the impairment of long-lived assets and for long-lived assets to be disposed of. Management have not yet determined the effect, if any, the adoption of SFAS 144 on July 1, 2002 will have on the financial position, results of operations or cash flows of the Company. In July 2002, the FASB issued Statement of Accounting Standard No. 146, "Accounting for Costs Associated with Exit or Disposal Activities", (SFAS 146) effective for exit or disposal activities that are initiated after December 31, 2002. SFAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. A fundamental conclusion reached by the FASB in this Statement is that an entity's commitment to a plan, by itself, does not create an obligation that meets the definition of a liability. SFAS 146 also establishes that fair value is the objective for initial measurement of the liability. Management have not yet determined the effect of adoption of this standard on the financial position, results of operations or cash flows of the company. Australian accounting standards will require effective July 1, 2005 the adoption of AASB1020 "Accounting for Income Tax", which will result in the accounting treatment for deferred tax assets and liabilities under A-GAAP and U.S. GAAP to be similar. The Company has not yet determined the impact this standard will have on its financial position and results of operations. On July 1, 2002, AASB1044 "Provisions, Contingent Liabilities and Contingent Assets" will become effective. This standard will impose stricter conditions on the recognition of provisions within financial statements and will reduce or eliminate the differences between A-GAAP and U.S. GAAP with respect to restructuring and dividend provisions. The Company has not yet determined the impact this standard will have on its financial position and results of operations. On July 1, 2002, the revised AASB1028 "Employee Benefits" will become effective. This revised standard clarifies certain matters relating to the recognition of liabilities relating to employee entitlements, certain equity based compensation benefits and provides for additional disclosures. It does not require recognition of post-employment medical benefits or superannuation (pension) benefits for defined benefit schemes. The Company has not yet determined the impact this standard will have on its financial position and results of operations. Should the Company adopt an equity based compensation scheme for its employees, additional differences may arise between A-GAAP and U.S. GAAP depending on the type of scheme, the new requirements of AASB1028 "Employee benefits" and whether Accounting Principles Board Opinion No. 25 "Accounting for Stock Issued to Employees" or Statement of Financial Accounting Standards No.123 "Accounting for Stock Based Compensation" is adopted for U.S. GAAP. Under A-GAAP equity based compensation schemes that will be settled by the issuance of equity instruments will not be charged to the statement of financial position whereas schemes that do not settle with equity instruments will be charged to the statement of financial position. 20 AMATEK INDUSTRIES PTY LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED) UNAUDITED INTERIM FINANCIAL STATEMENTS 10. RECONCILIATION WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (US GAAP) (CONTINUED) (j) DERIVATIVE FINANCIAL INSTRUMENTS Our risk management policies and objectives of entering into derivative financial instruments have been disclosed in note 7, "Financial Instruments". In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" (SFAS 133), as amended by Statement of Financial Accounting Standards No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities." SFAS 133 requires companies to recognize all of its derivative instruments as either assets or liabilities in the statement of financial position at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument, based upon the exposure being hedged, as either a fair value hedge, cash flow hedge or a hedge of a net investment in a foreign operation. For derivative instruments that are designated and qualify as a fair value hedge (i.e., hedging the exposure to changes in the fair value of an asset or a liability or an identified portion thereof that is attributable to a particular risk), the gain or loss on the derivative instrument, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk, are recognized in current earnings during the period of the change in fair values. For derivative instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. The remaining gain or loss on the derivative instrument in excess of the cumulative change in the present value of future cash flows of the hedged item, if any, is recognized in current earnings during the period of change. For derivative instruments that are designated and qualify as a hedge of a net investment in a foreign currency, the gain or loss is reported in other comprehensive income as part of the cumulative translation adjustment to the extent it is effective. For derivative instruments not designated as hedging instruments, the gain or loss is recognized in current earnings during the period of change. Effective 1 July 2000, we adopted SFAS 133 in the reconciliation with U.S. Generally Accepted Accounting Principles (US GAAP). On adoption we recognized, at 30 June 2002, as a cumulative effect of change in accounting principle, earnings of A$8.2 million, net of tax, in the US GAAP Statement of Operations. The Company enters into forward foreign exchange contracts to hedge certain firm commitments denominated in foreign currencies relating to the purchase of finished good, raw materials and capital equipment and the sale of inventory. Under AGAAP, realized gains and losses on termination of these hedges are recognized in either the cost basis of the goods acquired or sold. The Company is not able to identify specific forward foreign exchange contracts with specific firm commitments to satisfy the documentation and designation criteria in SFAS 133. As a result, changes in fair value of the forward foreign exchange contracts are required to be recognized in earnings for US GAAP purposes. We have recorded a gain of $0.2 million in non-operating income per US GAAP for the forward foreign exchange contracts outstanding at 30 September 2002. The Company enters into interest rate swaps, collars and swaptions to hedge our exposure to interest rate risk relating to our secured borrowings. The Company has not satisfied the documentation and effectiveness criteria required under SFAS 133 to account for the interest rate swaps, collars and swaptions as hedges of the underlying borrowings. As a result, changes in the fair value of these interest rate swaps, collars and swaptions are required to be recognised in earnings for US GAAP purposes. We have recorded a net gain of $1.5 million in the US GAAP Statements of Operations for changes in fair value of interest rate swap, collar and swaption contracts outstanding at 30 September 2002. 21 AMATEK INDUSTRIES PTY LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED) UNAUDITED INTERIM FINANCIAL STATEMENTS 10. RECONCILIATION WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (US GAAP) (CONTINUED) (k) SEGMENT REPORTING For Australian GAAP segment reporting goodwill held at higher levels of the Company's consolidation has been allocated to the individual operating units even though the goodwill is not reported within the operating units financial or management reports. For US GAAP as the enterprise goodwill is not allocated in any report which the chief decision maker utilises to assess performance, goodwill would not be allocated for segment reporting purposes. Consequently, the goodwill disclosed as being applicable to the various business segments would not have been allocated to those segments for US GAAP purposes. Instead, it would be allocated to Corporate. (l) NOTES TO THE ADJUSTED SHAREHOLDERS' EQUITY The subordinated notes contain a right to the shareholders equity of Amatek Holdings Limited which is to be settled at the discretion of Amatek Holdings Limited and Amatek Industries Pty Limited either in cash or in shares. In accordance with APB No. 14 and EITF96-13 the value of the equity right is required to be treated as an equity instrument and be recognized in shareholders' equity. For US GAAP the value ascribed to that right on issue was A$11.9 million and it has been transferred to other equity and over the term of the bond interest accretes on the effective yield method to rebuild the loan. No such charge is recognised for AGAAP. (m) EXECUTIVE SHARE PLAN Amatek Holdings SA has made available shares to various executives. There is a difference in compensation accounting between Australian and US GAAP where equity instruments of the ultimate parent are made available to executives of the company and the fair value of those instruments exceeds the issue price. As the fair value did not exceed the issue price, no charge has been pushed down into the financial statements for US GAAP purposes 22 AMATEK INDUSTRIES PTY LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED) UNAUDITED INTERIM FINANCIAL STATEMENTS 10. RECONCILIATION WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (US GAAP) (CONTINUED) US GAAP STATEMENT OF OPERATIONS The US GAAP captioned Income Statement is as follows:

23 AMATEK INDUSTRIES PTY LIMITED MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW The following analysis of our financial condition and results of operations should be read in conjunction with our unaudited interim financial statements and notes thereto as attached. Our financial statements have been prepared in accordance with AGAAP which differs in certain significant respects from US GAAP. The most significant differences between AGAAP and US GAAP as they relate to our results for the three months to September 30, 2002 and 2001 respectively are described in Note 9 to the unaudited interim financial statements attached. Our financial year end is June 30, therefore the results being presented for the three months to September 30, 2002 and the corresponding period in 2001 are referred to as the first quarter. The balance sheet as at June 30, 2002 is derived from our audited financial statements. These unaudited interim financial statements should be read in conjunction with our audited financial statements filed on Form 20-F for the period ended June 30, 2002. BACKGROUND OF AMATEK We are a diversified building products company that manufactures and distributes a broad range of concrete construction products, roll-formed steel products, laminated and decorated products, raw boards and insulation products. We have strong product design and development capabilities across all of our businesses which enable us to supply our customers with both standard products and specialized, value-added products. We supply building products to the principal segments of the Australian building and construction industry consisting of the residential, non-residential and civil engineering segments. Until May 2002, when we sold our Choctaw business unit, we also supplied concrete construction and corrugated steel pipe products to the residential, non-residential and civil engineering segments of the United States building and construction industry. Following the sale of Choctaw, we have continued to supply concrete railway ties and related products in the U.S. through our RCTI business unit. As at September 30, 2002, we operated more than 75 manufacturing facilities in Australia, 3 manufacturing facilities in the United States, one manufacturing facility in New Zealand and two manufacturing facilities in Southeast Asia. As of September 30, 2002, our operations are comprised of three major business units: o concrete construction products, which we call "Rocla"; o roll-formed steel products, which we call "Stramit"; and o laminated and decorated board products and raw boards, which we call "Laminex". We also operate a glasswool and foil insulation business unit, which we call "Insulation". Within Australia, we have a diversified customer base which includes: o companies using Rocla's products which are engaged in building and constructing single and multi-family housing developments, commercial projects and civil engineering projects, o companies which use Stramit's roll-formed steel products in the construction of roofing and wall cladding, rainwater goods, flashings and shed manufacturers, o trade buyers and individuals which use Laminex's products and o home builders, contractors and roofing manufacturers which use Insulation's glasswool and foil insulation products. Within the United States we primarily sell our concrete railroad ties to Amtrak, the Burlington Northern Santa Fe Railroad Company and regional transit authorities. In the quarters ended 30 September 2002 and 2001, no customer accounted for more than 4% of our sales revenue. 24 AMATEK INDUSTRIES PTY LIMITED RECENT DEVELOPMENTS SALE OF LAMINEX On November 13, 2002, Amatek Investments Limited (formerly Amatek Investments Pty Limited), a wholly owned subsidiary of Amatek Industries Pty. Limited, completed the sale of the Laminex business to Fletcher Building (Australia) Pty. Limited for gross proceeds of A$645 million plus a working capital adjustment plus the potential for a further A$20 million based on earnings performance for the year ended 30 June 2003. Part of the proceeds (A$354.2) was used to repay the Senior Debt Facility; refer Note 7(a)(i). As at September 30, 2002 we did not report Laminex as a discontinued business in the AGAAP financial statements as a number of significant contract conditions had not been fulfilled. These included the approval of Fletcher Building's shareholders, Foreign Investment Review Board approval, and our restructuring of the remaining businesses. The segment results of Laminex are however identified separately on the table on page 26 of this report. MANAGEMENT CHANGES As a result of the Laminex sale, John Nolan has relinquished his role as Chief Executive Officer of Amatek and taken the role of Chief Executive Officer of Laminex. He remains as a non executive director of Amatek. Ross Luke (formerly Chief Financial Officer of Amatek) has been appointed as Chief Executive Officer of Amatek, and Lawrence Coles has been appointed as Chief Financial Officer of Amatek. AGREEMENT FOR SALE OF ROCLA INDONESIA On August 27, 2002 we reached agreement with Boral International Holdings Inc. for the sale of Rocla Persada Indonesia for a price of A$500,000. The sale was completed on November 28, 2002. RETIREMENT OF DOUGLAS TIMMINS On July 31, 2002, Douglas Timmins ceased to be Managing Director - Rocla Industries, has resigned as a director of the Company and has left the Amatek Group. DECLARATION OF DIVIDEND On November 11, 2002 we declared a dividend of A$41.3 million payable to Amatek Holdings Ltd, reflecting amounts that the company has calculated as a permitted dividend under the Indentures. EXCHANGE RATES Our attached financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations have been presented in Australian Dollars ("A$"). The following table sets out for the periods and dates indicated, the rate of exchange of A$1.00 into US dollars.

(1) The average of the exchange rates on the last business day of each month during the period. 25 AMATEK INDUSTRIES PTY LIMITED RESULTS OF OPERATIONS

26 AMATEK INDUSTRIES PTY LIMITED (1) "Unusual items" are items of revenue or expense from ordinary activities disclosed in the notes to the consolidated financial statements of such a size, nature or incidence that its disclosure is relevant in explaining the financial performance of the entity. These items were previously captioned as "abnormal items" in the Australian GAAP profit and loss statement. (2) "EBITDA before unusual items" is defined as operating profit before net interest expense, income taxes, depreciation, amortization and other items which are classified as unusual items under A GAAP (or the equivalent asset impairment, reorganization costs and foreign exchange losses under US GAAP). The indentures for the notes contain covenants based on calculations of EBITDA and the ratio of EBITDA to our consolidated fixed charges, adjusted as described in the indentures. EBITDA before unusual items is used as a measure of financial performance by excluding certain variables that affect operating profits but which may not directly relate to all financial aspects of the operations of a company. EBITDA before unusual items is not a measure of operating income, operating performance or liquidity under Australian GAAP or US GAAP. EBITDA before unusual items is not intended to represent cash flow from operations under A GAAP or US GAAP and should not be used as an alternative to operating profit or net income as an indicator of operating performance. We believe that EBITDA is a standard measure commonly reported and widely used by analysts, investors and other interested parties. We believe that EBITDA before unusual items can assist in comparing our performance between periods on a consistent basis without the effects of depreciation and amortization, which have varied significantly due to asset write-downs by BTR and fair value adjustments at the time of acquisition. EBITDA before unusual items excludes the effects of the unusual items discussed in more detail below. These unusual items are non-operating or non-recurring costs. We believe that the exclusion of these unusual items assists the comparison of our results on a consistent basis. THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2001 CONSOLIDATED RESULTS SALES REVENUE. Our sales revenue from continuing operations of A$362.2 million for the three months ended September 30, 2002 represented a A$34.2 million or 10.4% increase from our sales revenue from continuing operations of A$328.0 million for the three months ended September 30, 2001. There were no acquisitions impacting sales revenue for the three months ended September 30, 2002 or September 30, 2001. Rocla continuing operations sales revenue increased by 1.8%, Stramit sales revenue increased by 11.7%, Laminex sales revenue increased by 11.7% and Insulation sales revenue increased by 23.7%. Total housing approvals in Australia increased by 5.7% in the three months ended September 30, 2002 compared to the three months ended September 30, 2001. The impact of exchange rates on the translation of results of U.S. operations within Rocla during the three months ended September 30, 2002 compared to the three months ended September 30, 2001 was not significant. PROFIT FROM ORDINARY ACTIVITIES AFTER UNUSUAL ITEMS. Our profit from ordinary activities from continuing operations after unusual items of A$21.8 million for the three months ended September 30, 2002 represented a A$3.8 million or 21.1% increase from the corresponding period in 2001. Included in the result for the three months ended September 30, 2002 were unusual items totaling a loss of A$9.5 million compared to unusual items totaling a loss of A$2.5 million in the three months ended September 30, 2001. Our unusual items for the three months ended September 30, 2002 consisted of unrealised foreign exchange losses on translation of U.S. dollar denominated debt of A$7.4 million, and redundancy and severance costs of A$2.9 million in our Insulation business as a result of outsourcing our maintenance and security operations, which was partially offset by the profit on disposal of the old Fibreglass site at Dandenong, in Victoria of A$0.7 million. PROFIT FROM ORDINARY ACTIVITIES BEFORE UNUSUAL ITEMS. Our profit from ordinary activities before unusual items from continuing operations of A$31.3 million for the three months ended September 30, 2002 represented a A$10.8 million or 52.7% increase compared to the corresponding period in 2001. 27 AMATEK INDUSTRIES PTY LIMITED EBITDA BEFORE UNUSUAL ITEMS. Our EBITDA (after corporate charges and before unusual items) from continuing operations of A$44.6 million represented a A$10.1 million or 29.3% increase from the corresponding period in 2001. EBITDA as a percentage of sales revenue from continuing operations was 12.3% for the three months ended September 30, 2002, an increase from 10.5% for the three months ended September 30, 2001. The increase was principally due to the impact of higher margins in the existing businesses. ROCLA SALES REVENUE. Rocla's sales revenue from continuing operations of A$67.6 million for the three months ended September 30, 2002 represented a A$1.2 million or 1.8% increase from Rocla's sales revenue from continuing operations of A$66.4 million for the three months ended September 30, 2001. The impact of exchange rates on the translation of results of U.S. operations resulted in a decrease in sales of A$0.9 million in the three months ended September 30, 2002 compared to the corresponding period in 2001. Sales in Rocla Concrete Tie Inc. in the United States declined by 31% in USD terms compared to the corresponding period in the prior year mainly due to reduced railroad projects post September 11, 2001. In Australia, sales in the Pipeline Products business were 7.6% above the corresponding quarter in 2001, with a 23.3% increase in pipeline precast and water quality sales as a result of increased development and marketing. All market segments showed slight improvement over the prior year. Sales in the Concrete Materials business increased by 19.0% on the corresponding quarter in 2001 largely due to the increased supply of fill sand from Western Australia and the commencement of supply of glass sand to South Australia. Pavers & Masonry sales increased by 10.8% over the corresponding quarter last year due to improved economic conditions. PROFIT FROM ORDINARY ACTIVITIES BEFORE UNUSUAL ITEMS. Rocla's profit from ordinary activities from continuing operations before unusual items and corporate charges of A$8.8 million for the three months ended September 30, 2002 represented a A$0.4 million or 4.8% increase from the corresponding period in 2001. The impact of exchange rates on the translation of the results of U.S. operations resulted in a decreased in profit of A$0.1 million for the three months ended September 30, 2002 compared to the corresponding period in 2001. Rocla Concrete Tie's profit (in USD terms) was below the prior year as a result of decreased sales. In Australia, all the businesses increased profits on prior year as a result of increased sales. Depreciation and amortization charges decreased by A$0.5 million as a result of reduced capital expenditure projects in fiscal year ended June 2002. EBITDA BEFORE UNUSUAL ITEMS. Rocla's EBITDA from continuing operations before unusual items, and corporate charges of A$12.2 million represented a A$0.1 million or 0.8% decrease from the corresponding period in 2001. Rocla's EBITDA continuing operations before unusual items and corporate charges as a percentage of sales decreased from 18.5% in the three months ended September 30, 2001 to 18.0% in the three months ended September 30, 2002. The impact of exchange rates on the translation of the results of U.S. operations resulted in a decrease in EBITDA of A$0.1 million for the three months ended September 30, 2002 compared to the corresponding period in 2001. 28 AMATEK INDUSTRIES PTY LIMITED STRAMIT SALES REVENUE. Stramit's sales revenue of A$101.9 million for the three months ended September 30, 2002 represented a A$10.7 million or 11.7% increase from Stramit's sales revenue of A$91.2 million for the three months ended September 30, 2001. Stramit's sales volumes in the three months ended September 30, 2002 compared favorably to the three months ended September 30, 2001, mainly as result of domestic and shed segment increases of 32.3% and 28.9% respectively. PROFIT FROM ORDINARY ACTIVITIES BEFORE UNUSUAL ITEMS. Stramit's profit from ordinary activities before unusual items and corporate charges of A$4.2 million for the three months ended September 30, 2002 was A$1.3 million or 44.8% above the corresponding period in 2001. Stramit's depreciation and amortization expense of $1.6 million for the three months ended September 30, 2002 was in line with the corresponding period in 2001. The increase in profit was attributable to the higher gross margins resulting primarily from an increased mix of higher margin products. EBITDA BEFORE UNUSUAL ITEMS. Stramit's EBITDA before unusual items and corporate charges of A$5.9 million for the three months ended September 30, 2002 represented a A$1.4 million or 31.1% increase on the corresponding period in 2001. Stramit's EBITDA before unusual items and corporate charges as a percentage of sales revenue increased from 4.9% for the three months ended September 30, 2001 to 5.8% for the three months ended September 30, 2002. LAMINEX SALES REVENUE. Laminex's sales revenue of A$169.6 million for the three months ended September 30, 2002 represented a A$17.8 million or 11.7% increase over Laminex's sales revenue of A$151.8 million for the three months ended September 30, 2001. All market segments benefited from favorable economic conditions and improved housing approvals. PROFIT FROM ORDINARY ACTIVITIES BEFORE UNUSUAL ITEMS. Laminex's profit from ordinary activities before unusual items and corporate charges of A$18.5 million for the three months ended September 30, 2002 represented a A$7.8 million or 72.9% increase from the corresponding period in 2001. Laminex's increased profit from ordinary activities primarily is the result of increased sales and increased efficiency gains since the acquisition of Wesfi in February 2001. Depreciation and amortization expense is in line with the corresponding period in 2001. EBITDA BEFORE UNUSUAL ITEMS. Laminex's EBITDA before unusual items and corporate charges of A$25.9 million for the three months ended September 30, 2002 represented a A$7.4 million or 40.0% increase from the corresponding period in 2001. Laminex's EBITDA before unusual items and corporate charges as a percentage of sales revenue increased from 12.2% in the three months ended September 30, 2001 to 15.3% for the corresponding period in 2002. The increase was principally due to the impact of increased sales and improved efficiencies gained from the Wesfi acquisition in February 2001. INSULATION SALES REVENUE. Insulation's sales revenue of A$23.0 million for the three months ended September 30, 2002 represented a A$4.4 million or 23.7% increase from Insulation's sales revenue of A$18.6 million for the three months ended September 30, 2001. Insulation's sales volumes in the three months ended September 30, 2002 reflected an increase in demand for foil and glasswool products, as well as improved prices compared to the corresponding three months ended September 30, 2001. 29 AMATEK INDUSTRIES PTY LIMITED PROFIT(LOSS) FROM ORDINARY ACTIVITIES BEFORE UNUSUAL ITEMS. Insulation's operating profit from ordinary activities before unusual items and corporate charges of A$1.2 million for the three months ended September 30, 2002 represented a A$2.1 million increase from a loss of A$0.9 million during the corresponding period in 2001. Insulation was impacted by the increased gross margins from improved prices within the insulation industry, as well as improved manufacturing efficiencies. Depreciation and amortization expense is in line with the corresponding period in 2001. EBITDA BEFORE UNUSUAL ITEMS. Insulation's EBITDA before unusual items and corporate charges of A$1.9 million for the three months ended September 30, 2002 was A$2.2 million above the corresponding period in 2001. LIQUIDITY AND CAPITAL RESOURCES We used net cash flow in operating activities of A$8.7 million in the three months to September 30, 2002 compared to the cash flow generated of A$20.4 million for the corresponding period in 2001. The difference related mainly to cash flow generation lost from the divestment of Choctaw (A$13.3 million) and additional sales and timing of payments to suppliers from continuing businesses (A$15.4 million in the three months ended September 30, 2002 compared to A$38.0 million for the corresponding period in 2001). Capital expenditure in the three months ended September 30, 2002 was A$10.3 million compared to A$11.5 million for the corresponding period in 2001, and consisted principally of normal maintenance, replacement and productivity expenditure. Aggregate indebtedness outstanding of A$638.0 million as at September 30, 2002 compared to A$626.2 million as at June 30, 2002. Our indebtedness at September 30, 2002 consisted of (i) A$208.6 million Senior Term Loan A, (ii) A$144.6 million Senior Term Loan B, (iii) US$65.2 million Senior Subordinated Notes (A$120.0 million), (iv) US$83.5 million Subordinated Notes (A$153.7 million), and (v) trade bills A$11.1 million. Our credit facility contains covenants which among other things limit our ability to incur additional debt, pay dividends, undertake transactions with affiliates, sell assets, undertake acquisitions, mergers and consolidations, place liens on or otherwise encumber our assets and prepay other debts. INFLATION The effects of inflation on our financial condition and results of operations were not material during any of the periods presented. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK FINANCIAL RISK MANAGEMENT We buy and sell products in several countries, and our costs and revenues are denominated in several currencies. We also borrow money and receive payments in amounts denominated in various currencies, and both amounts borrowed and owed are due at various future times. As a result of our engaging in these activities we are exposed to two principal types of financial market risks: interest rate risk and foreign currency risk. Interest rate risk, broadly defined, is the risk that our cost of funds will rise due to a general increase in interest rates, while amounts we receive as interest payments, and otherwise, will not rise to the same extent or at the same time. Foreign currency risk, broadly defined, is the risk that the value of amounts we are required to spend for our businesses will rise due to a general increase in the value of the currencies in which the amounts are due, while amounts paid to us decrease in relative value because the amounts paid to us are denominated in currencies that have not similarly appreciated. 30 AMATEK INDUSTRIES PTY LIMITED We have in place principles and policies approved by our board of directors to manage interest rate risk and foreign currency risk. We manage these risks through a variety of means. We operate our business to create natural hedges (which we describe below), where practical. In addition, we enter into transactions, such as forward foreign exchange contracts, forward sales contracts, swaps, caps, collars and other options. We refer to these types of transactions, collectively, with the generic term "hedging". We use hedging transactions to manage financial market risks, however, hedging transactions involve risks of their own. We have policies in place to ensure that we have the flexibility to engage in hedging transactions while minimizing the risks associated with these transactions. Our policies prohibit us from engaging in hedging transactions for speculation. We limit the total value of our hedging transactions and the value of our hedging transactions with any single counterparty. We require that senior management approval be obtained before we enter into hedging transactions. We also restrict any single individual's ability to commit us to hedging transactions by limiting the personnel who may authorize our entry into these types of transactions and by delegating responsibility for approving hedging functions among multiple individuals. The executive general manager of each business unit is responsible for managing the unit's exposure to financial market risks in accordance with our principles and written policies. The business managers must consult with a specialist from Amatek Group Treasury before engaging in hedging activities. Hedging transactions typically come in the form of contracts between us and counterparties. We enter into hedging contracts with several Australian and internationally based financial institutions. As with any contract, the possibility exists that the counterparty to a hedging contract may default on its obligations. We seek to reduce default risk under our hedging contracts in two principal ways. First, we limit the value of hedging transactions we may enter into with each counterparty. We set limits for each counterparty based on the counterparty's credit ratings. Second, we regularly review our counterparty's credit ratings to evaluate whether continuing contractual relations with each particular counterparty would pose undue risk. It is management's opinion that in the past year we have not engaged in any financial transactions for purposes of trading or speculation. As of September 30, 2002 we had entered into interest rate swaps, caps and collars with respect to A$332.9 million of our total AUD floating rate debt of A$353.2 million. The current hedge position exceeds the requirements under our Credit Facility, which requires that we hedge at least 75% of anticipated floating rate debt. All of our outstanding U.S. dollar-denominated debt is at fixed interest rates. Therefore volatility in United States interest rates should not lead to fluctuations in our U.S. dollar interest expense. As of September 30, 2002 we had also used foreign currency swaps in order to match US$ cash inflows with US$ cash outflows. The face value of these swaps was US$1.07 million. Also, we attempt to broadly match our foreign currency assets with our foreign currency liabilities. As of September 30, 2002, Amatek Industries Pty Limited have entered into a cap and collar arrangement as a hedge against the liability under the notes for USD 93.1 million whereby we have the right but not the obligation to purchase USD 93.1 million at AUD/USD 0.52 on or around November 6, 2002. We also have the corresponding obligation to purchase USD 93.1 million at an average AUD/USD rate of 0.5735 if the AUD/USD exchange rate is higher than 0.5735 on or around November 6, 2002. Since November 6, 2002, we have entered into new cap/collar arrangements totaling USD 95.0 million whereby we have the right but not the obligation to purchase USD 95.0 million at AUD/USD 0.53 on or around February 12, 2003. We also have the corresponding obligation to purchase USD 95.0 million at an average AUD/USD rate of 0.5844 if the AUD/USD exchange rate is higher than 0.5844 on February 10, 2003. For the three months ended September 30, 2002, we had unrealized foreign exchange losses of A$7.4 million before taxes relating to our U.S. dollar denominated notes. These foreign exchange losses are classified as unusual items under AGAAP in our Interim Financial Statements. 31

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